SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

STATON DANIEL C

(Last)

(First)

(Middle)

C/O FRIENDFINDER NETWORKS INC.

6800 BROKEN SOUND PARKWAY

(Street)

BOCA RATON

33487

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/10/2011

3. Issuer Name and Ticker or Trading Symbol
FriendFinder Networks Inc. [ FFN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman of Board, Treasurer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,343,309	I	See Footnote⁽¹⁾
Common Stock	97,925	I	See Footnote⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock	⁽³⁾	⁽⁴⁾	Common Stock	52,070	$0⁽⁵⁾	I	See Footnote⁽²⁾
Class B Common Stock	⁽³⁾	⁽⁴⁾	Common Stock	318,541	$0⁽⁵⁾	I	See Footnote⁽⁶⁾
Series A Convertible Preferred Stock	⁽⁷⁾	⁽⁴⁾	Common Stock	255,946	$0⁽⁸⁾	I	See Footnote⁽¹⁾
Series A Convertible Preferred Stock	⁽⁷⁾	⁽⁴⁾	Common Stock	309,590	$0⁽⁸⁾	I	See Footnote⁽⁹⁾
Series B Convertible Preferred Stock	⁽⁷⁾	⁽⁴⁾	Common Stock	1,646,182	$0⁽¹⁰⁾	I	See Footnote⁽¹⁾
Series B Convertible Preferred Stock	⁽⁷⁾	⁽⁴⁾	Common Stock	1,688,970	$0⁽¹⁰⁾	I	See Footnote⁽¹¹⁾
Warrants	⁽⁷⁾	⁽¹²⁾	Common Stock	104,264	$6.2	I	See Footnote⁽¹⁾
Warrants	⁽⁷⁾	⁽¹²⁾	Common Stock	40,901	$0.0002	I	See Footnote⁽¹⁾
Warrants	⁽⁷⁾	⁽¹³⁾	Common Stock	74,220	$0.0002	I	See Footnote⁽¹⁾
Warrants	⁽⁷⁾	⁽¹⁴⁾	Common Stock	232,592	$0.0002	I	See Footnote⁽¹⁾
Put Right (obligation to sell)	⁽⁷⁾	⁽¹⁵⁾	Common Stock	509,532	$0.2	I	See Footnote⁽¹⁾⁽²⁾⁽¹¹⁾

Explanation of Responses:

1. Held by Staton Family Investments, Ltd., of which the reporting person is the managing member.

2. Held by Staton Media LLC, of which the reporting person is a member and the manager.

3. Exercisable at the earlier of (i) the Company's consummation of a sale of all or substantially all of its assets or capital stock to any unaffiliated third party or, with certain exceptions, its merger, consolidation or combination with any third party, or (ii) the Company's consummation of an underwritten initial public offering of securities or its "reverse merger" with or into a publicly traded company.

4. The derivative security has no expiration date.

5. Each share of Class B common stock is convertible into one share of Common Stock at the option of the holder.

6. Held by Strategic Media I LLC, of which Staton Family Investments, Ltd. is a member and the manager.

7. The derivative security is convertible or exercisable at any time, at the option of the holder.

8. Each share of Series A Convertible Preferred Stock is convertible into 1.13 shares of Common Stock at the option of the holder.

9. Held by PET Capital Partners II LLC, of which Staton Family Investments, Ltd. is a member.

10. Each share of Series B Convertible Preferred Stock is convertible into one share of Common Stock at the option of the holder.

11. Held by Staton Family Perpetual Trust, for which the reporting person is the trustee and holds voting and investment power with respect to the shares held in trust.

12. Expires at the earlier of August 16, 2015 or the consummation of an initial public offering with aggregate gross proceeds to the Company of $25,000,000 or implied equity value of the Company of at least $100,000,000 (a "Qualified IPO").

13. Expires at the earlier of August 28, 2016 or the consummation of a Qualified IPO.

14. Expires at the earlier of December 6, 2017 or the consummation of a Qualified IPO.

15. Expires upon (i) sale, transfer or other disposition to an unrelated third party of all of the first lien senior secured notes issued by the Company's subsidiary to the holders of the put right, (ii) the repayment in full of such first lien senior secured notes, or (iii) the consummation of a Qualified IPO.

Remarks:

	/s/ Daniel Staton	05/10/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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